Representations and Warranties of Vir. as of the Date of Exercise of each Brii Bio Option. On a Licensed Vir Program-by-Licensed Vir Program basis, Vir represents and warrants to Brii Bio that as of the Option Exercise Date for a Brii Bio Program: (a) it has the right under the Vir Technology applicable to such Licensed Vir Program to grant the Brii Bio Option under Section 4.1(a) and the license under Section 3.3(a), and it has not granted to any Third Party any license or right with respect to the Vir Technology that conflicts with such Brii Bio Option or the license under Section 3.3(a) for such Licensed Vir Program; (b) to the knowledge of Vir, the issued patents in the Vir Patents applicable to such Licensed Vir Program are valid and enforceable without any claims, challenges, oppositions, interference or other proceedings pending or threatened in writing; (c) to Vir’s knowledge, Vir has not committed any act, or omitted to commit any act, that may cause the Vir Patents to expire prematurely or be declared invalid or unenforceable; (d) except to the extent not yet due, all necessary and material application, registration, maintenance and renewal fees in respect of the Vir Patents applicable to such Licensed Vir Program have been paid and, except to the extent not yet due, all necessary documents and certificates have been filed with the relevant agencies for the purpose of maintaining such Vir Patents; (i) Vir has obtained, or caused its Affiliates to obtain, assignments from the inventors of all rights and embodiments in and to the Vir Technology that is applicable to such Licensed Vir Program and solely owned by Vir or its Affiliates, (ii) all such assignments are valid and enforceable, and (iii) the inventorship of the Vir Patents that are solely owned by Vir or its Affiliates is properly identified on each issued patent or patent application in such Vir Patents; (f) Vir has taken reasonable precautions consistent with industry practices to preserve the confidentiality of the Vir Know-How applicable to such Licensed Vir Program; and (g) Vir has complied with all Applicable Laws applicable to the prosecution and maintenance of the Vir Patents applicable to such Licensed Vir Program; and (h) there are no agreements or arrangements to which Vir or any of its Affiliates is a party relating to the Vir Technology applicable to such Licensed Vir Program that would limit the rights granted to Brii Bio under this Agreement.
Appears in 1 contract
Samples: Collaboration, Option, and License Agreement (Vir Biotechnology, Inc.)
Representations and Warranties of Vir. as of the Date of Exercise of each Brii Bio Option. On a Licensed Vir Program-by-Licensed Vir Program basis, Vir VIR hereby represents and warrants to Brii Bio that GSK, as of the Option Exercise Date for a Brii Bio Program[***], each as follows:
(a) it has except as [***] disclosed by VIR [***] to GSK’s [***], VIR or one of its Affiliates solely owns or exclusively licenses and Controls the right under the Vir Technology applicable to such Existing Program Compounds1 and VIR 2482 Licensed Vir Program to grant the Brii Bio Option under Section 4.1(a) and the license under Section 3.3(a), and it has not granted to any Third Party any license or right with respect to the Vir Technology that conflicts with such Brii Bio Option or the license under Section 3.3(a) for such Licensed Vir ProgramTechnology2;
(b) except as [***] disclosed by VIR [***] to GSK’s [***], neither VIR nor any of its Affiliates has entered into any agreement (other than agreements with subcontractors) granting any right, interest or claim in or to, any Existing Program Compounds or VIR 2482 Licensed Technology, in each case, that would conflict with the knowledge of Vir, the issued patents rights and licenses to GSK as required to be granted in the Vir Patents applicable PCA or as contemplated herein to such Licensed Vir Program are valid and enforceable without any claims, challenges, oppositions, interference or other proceedings pending or threatened be granted in writingthe New DCA;
(c) except as [***] disclosed by VIR [***] to VirGSK’s knowledge[***], Vir neither VIR nor any of its Affiliates has not committed previously entered into any actagreement, whether written or oral, to assign, transfer, license, convey or otherwise encumber its right, title or interest in or to any Patent or Know-How that is necessary for the Development, Manufacture, or omitted to commit any actCommercialization of Existing Program Compounds where such Patent or Know-How would be VIR 2482 Licensed Technology, that may cause the Vir Patents to expire prematurely but for such assignment, transfer, license, conveyance or be declared invalid or unenforceableencumbrance;
(d) except as [***] disclosed by VIR [***] to GSK’s [***], all agreements entered into by VIR regarding any Existing Program Compounds or VIR 2482 Licensed Technology, as amended to the extent date hereof (“Vir License Agreements”) are in full force and effect; VIR is not yet due[***]; and VIR has not given or received any notice of default, all necessary and material applicationor to VIR’s Knowledge, registration, maintenance and renewal fees in respect of the Vir Patents applicable to such Licensed Vir Program have been paid and, except to the extent not yet due, all necessary documents and certificates have been filed any event which with the relevant agencies for lapse of time would constitute a default under any Vir License Agreement or would give any third party any right of termination, cancellation, or acceleration of any performance under any Vir License Agreements, or result in the purpose loss of maintaining such Vir Patentsany rights of VIR thereunder;
(ie) Vir except as [***] disclosed by VIR [***] to GSK’s [***], VIR has obtained, or caused its Affiliates not granted any right to obtain, assignments from the inventors of all rights and embodiments in and to the Vir Technology that is applicable to such Licensed Vir Program and solely owned by Vir or its Affiliates, (ii) all such assignments are valid and enforceable, and (iii) the inventorship of the Vir Patents that are solely owned by Vir or its Affiliates is properly identified on each issued patent or patent application in such Vir Patents;
(f) Vir has taken reasonable precautions consistent with industry practices to preserve the confidentiality of the Vir Know-How applicable to such Licensed Vir Program; and
(g) Vir has complied with all Applicable Laws applicable to the prosecution and maintenance of the Vir Patents applicable to such Licensed Vir Program; and
(h) there are no agreements or arrangements to which Vir or any of its Affiliates is a third party relating to the Vir Technology applicable to such Licensed Vir Program that would limit conflict with the rights granted to Brii Bio GSK under this Agreement.the PCA or contemplated to be granted to GSK under the New DCA with respect to the Existing Program Compounds and VIR 2482 Licensed Technology;
Appears in 1 contract
Samples: Preliminary Collaboration Agreement (Vir Biotechnology, Inc.)
Representations and Warranties of Vir. as of the Date of Exercise of each Brii Bio Option. On a Licensed Vir Program-by-Licensed Vir Program basis, Vir represents and warrants to Brii Bio that GSK, as of the Option Exercise Execution Date for a Brii Bio Programand the Effective Date, as follows:
17.2.1 [***];
17.2.2 Vir or one of its Affiliates solely owns or exclusively licenses and Controls the Existing Program Antibodies and Vir Licensed Technology;
17.2.3 neither Vir nor any of its Affiliates has entered into any agreement (aother than agreements with subcontractors) it granting any right, interest or claim in or to, any Existing Program Antibodies or Vir Licensed Technology that would conflict with the rights and licenses to GSK granted or required to be granted in this Agreement;
17.2.4 neither Vir nor any of its Affiliates has previously entered into any agreement, whether written or oral, to assign, transfer, license, convey or otherwise encumber its right, title or interest in or to any Patent or other Know-How that is necessary for the right under the Development, Manufacture, or Commercialization of any Antibody Products, in each case, where such Patent or other Know-How would be Vir Licensed Technology applicable to but for such Licensed assignment, transfer, license, conveyance or encumbrance;
17.2.5 [***];
17.2.6 Vir Program to grant the Brii Bio Option under Section 4.1(a) and the license under Section 3.3(a)has not, and it has not granted will not, grant any right to any Third Party that would conflict with the rights granted to GSK hereunder;
17.2.7 [***];
17.2.8 all Vir Licensed Patents are subsisting and all Vir Licensed Patents for which Vir controls prosecution and maintenance activities are being diligently prosecuted in the patent offices in accordance with applicable Law and, to Vir’s Knowledge, are not invalid or unenforceable in whole or in part;
17.2.9 to Vir’s Knowledge, no Person is infringing or threatening to infringe or misappropriating or threatening to misappropriate any license Vir Licensed Technology and there are no activities by Third Parties that would constitute infringement or right with respect to misappropriation of the Vir Technology that conflicts with such Brii Bio Option or the license under Section 3.3(a) for such Licensed Vir ProgramTechnology;
(b) to the knowledge of Vir, the issued patents in the Vir Patents applicable to such Licensed Vir Program are valid and enforceable without any claims, challenges, oppositions, interference 17.2.10 no claim or other proceedings pending litigation has been brought or threatened in writing;
(c) to Vir’s knowledge, Vir has not committed writing by any act, or omitted to commit any act, that may cause the Vir Patents to expire prematurely or be declared invalid or unenforceable;
(d) except to the extent not yet due, all necessary and material application, registration, maintenance and renewal fees in respect of the Vir Patents applicable to such Licensed Vir Program have been paid and, except to the extent not yet due, all necessary documents and certificates have been filed with the relevant agencies for the purpose of maintaining such Vir Patents;
(i) Vir has obtained, or caused its Affiliates to obtain, assignments from the inventors of all rights and embodiments in and to the Vir Technology that is applicable to such Licensed Vir Program and solely owned by Vir or its Affiliates, (ii) all such assignments are valid and enforceable, and (iii) the inventorship of the Vir Patents that are solely owned by Vir or its Affiliates is properly identified on each issued patent or patent application in such Vir Patents;
(f) Vir has taken reasonable precautions consistent with industry practices to preserve the confidentiality of the Vir Know-How applicable to such Licensed Vir Program; and
(g) Vir has complied with all Applicable Laws applicable to the prosecution and maintenance of the Vir Patents applicable to such Licensed Vir Program; and
(h) there are no agreements or arrangements to which Person against Vir or any of its Affiliates is a party relating alleging, and Vir has no Knowledge of any reasonable basis for any such claim or allegation, whether or not asserted, that (a) any Vir Licensed Patents are invalid or unenforceable, or (b) the use or practice of any Vir Licensed Technology, or the disclosing, copying, making, assigning or licensing of any Vir Licensed Technology, or the exploitation of the Existing Program Antibodies, does or will violate, infringe, misappropriate or otherwise conflict or interfere with, any Patent or other intellectual property or proprietary right of any Third Party;
17.2.11 [***];
17.2.12 Vir has provided or made available to GSK all material adverse information with respect to the safety and efficacy of the Existing Program Antibodies of which Vir Technology is aware and is or could be reportable to the applicable Regulatory Authorities;
17.2.13 [***];
17.2.14 [***];
17.2.15 [***];
17.2.16 Vir or one of its Affiliates has obtained the right (including under any Patents and other intellectual property rights) to use all information and all other materials (including any formulations and manufacturing processes and procedures) developed or delivered by any Third Party under any agreements between Vir or one of its Affiliates and any such Licensed Vir Third Party with respect to any Existing Program that would limit Antibodies to the extent necessary to provide GSK with the rights granted to Brii Bio under it hereunder, and Vir or one of its Affiliates has the rights to grant GSK the right to use such information or other materials in the Development or Commercialization of the Program Antibodies as contemplated in this Agreement.;
17.2.17 [***];
17.2.18 [***];
17.2.19 [***]; and
Appears in 1 contract
Representations and Warranties of Vir. as of the Date of Exercise of each Brii Bio Option. On a Licensed Vir Program-by-Licensed Vir Program basis, Vir hereby represents and warrants to Brii Bio that GSK, as of the Option Exercise Execution Date for a Brii Bio Programand the Effective Date as follows:
(a) it has Vir or one of its Affiliates solely owns or exclusively licenses and Controls the right under the Existing Antibodies and Vir Technology applicable to such Licensed Vir Program to grant the Brii Bio Option under Section 4.1(a) and the license under Section 3.3(a), and it has not granted to any Third Party any license or right with respect to the Vir Technology that conflicts with such Brii Bio Option or the license under Section 3.3(a) for such Licensed Vir ProgramTechnology;
(b) neither Vir nor any of its Affiliates has entered into any agreement (other than agreements with subcontractors) granting any right, interest or claim in or to, any Existing Antibodies or Vir Licensed Technology that would conflict with the rights and licenses to the knowledge of Vir, the issued patents GSK as required to be granted in the Vir Patents applicable to such Licensed Vir Program are valid and enforceable without any claims, challenges, oppositions, interference or other proceedings pending or threatened in writingPreliminary Collaboration Agreement;
(c) neither Vir nor any of its Affiliates has previously entered into any agreement, whether written or oral, to Vir’s knowledgeassign, Vir has not committed transfer, license, convey or otherwise encumber its right, title or interest in or to any actPatent or other know-how that is necessary for the Development, Manufacture, or omitted to commit any actCommercialization of Antibody Products, that may cause the in each case, where such Patent or other know-how would be Vir Patents to expire prematurely Licensed Technology but for such assignment, transfer, license, conveyance or be declared invalid or unenforceableencumbrance;;
(d) except [***];
(e) Vir has not, and will not, after the Execution Date and during the Term, grant any right to any Third Party that would conflict with the extent rights granted to GSK hereunder;
(f) [***];
(g) all Patents that are included in the Vir Licensed Technology (“Vir Licensed Patents”) are subsisting and all Vir Licensed Patents for which Vir controls prosecution and maintenance activities are being diligently prosecuted in the patent offices in accordance with applicable law and, to Vir’s Knowledge, are not yet dueinvalid or unenforceable in whole or in part;
(h) to Vir’s Knowledge, all necessary no Person is infringing or threatening to infringe or misappropriating or threatening to misappropriate any Vir Licensed Technology and material application, registration, maintenance and renewal fees in respect there are no activities by Third Parties that would constitute infringement or misappropriation of the Vir Patents applicable to such Licensed Vir Program have been paid and, except to the extent not yet due, all necessary documents and certificates have been filed with the relevant agencies for the purpose of maintaining such Vir PatentsTechnology;
(i) Vir no claim or litigation has obtained, been brought or caused its Affiliates to obtain, assignments from the inventors of all rights and embodiments threatened in and to the Vir Technology that is applicable to such Licensed Vir Program and solely owned writing by Vir or its Affiliates, (ii) all such assignments are valid and enforceable, and (iii) the inventorship of the Vir Patents that are solely owned by Vir or its Affiliates is properly identified on each issued patent or patent application in such Vir Patents;
(f) Vir has taken reasonable precautions consistent with industry practices to preserve the confidentiality of the Vir Know-How applicable to such Licensed Vir Program; and
(g) Vir has complied with all Applicable Laws applicable to the prosecution and maintenance of the Vir Patents applicable to such Licensed Vir Program; and
(h) there are no agreements or arrangements to which any Person against Vir or any of its Affiliates is a party relating alleging, and Vir has no Knowledge of any reasonable basis for any such claim or allegation, whether or not asserted, that (A) any Vir Licensed Patents are invalid or unenforceable, or (B) the use or practice of any Vir Licensed Technology, or the disclosing, copying, making, assigning or licensing of any Vir Licensed Technology, or the exploitation of the Existing Antibodies, does or will violate, infringe, misappropriate or otherwise conflict or interfere with, any Patent or other intellectual property or proprietary right of any Third Party;
(j) [***];
(k) Vir has provided or made available to GSK all material adverse information with respect to the safety and efficacy of the Existing Antibodies of which Vir Technology applicable is aware and is or could be reportable to the Applicable Regulatory Authorities;
(l) [***];
(m) [***];
(n) [***];
(o) Vir or one of its Affiliates has obtained the right (including under any Patents and other intellectual property rights) to use all information and all other materials (including any formulations and manufacturing processes and procedures) developed or delivered by any Third Party under any agreements between Vir or one of its Affiliates and any such Licensed Vir Program that would limit Third Party with respect to any Existing Antibodies to the extent necessary to provide GSK with the rights granted to Brii Bio under this it hereunder, and Vir or one of its Affiliates has the rights to grant GSK the right to use such information or other materials in the Development or Commercialization of the Program Antibodies (e.g., 309 Antibody) as contemplated in the Preliminary Collaboration Agreement;
(p) Vir is in material compliance with (i) all applicable laws relating to data privacy and data security, including with respect to the collection, use, storage, sharing, transfer, disposition, protection and processing of personally identifiable information (PII); (ii) all privacy policies and other related policies, programs and other notices of Vir relating to the privacy, protection and security of PII; and (iii) all contractual and other legal requirements to which Vir is subject with respect to the privacy, protection, and security of PII; and has in place reasonable safeguards to protect the confidentiality and security of PII, including from unauthorized access or misuse, based on applicable law;
(q) [***];
(r) [***];
(s) [***]; and (t) [***].
Appears in 1 contract
Samples: Preliminary Collaboration Agreement
Representations and Warranties of Vir. as of the Date of Exercise of each Brii Bio Option. On a Licensed Vir Program-by-Licensed Vir Program basis, Vir hereby represents and warrants to Brii Bio that GSK, as of the Option Exercise Execution Date for a Brii Bio Programand the Effective Date as follows:
(a) it has Vir or one of its Affiliates solely owns or exclusively licenses and Controls the right under the Existing Antibodies and Vir Technology applicable to such Licensed Vir Program to grant the Brii Bio Option under Section 4.1(a) and the license under Section 3.3(a), and it has not granted to any Third Party any license or right with respect to the Vir Technology that conflicts with such Brii Bio Option or the license under Section 3.3(a) for such Licensed Vir ProgramTechnology;
(b) neither Vir nor any of its Affiliates has entered into any agreement (other than agreements with subcontractors) granting any right, interest or claim in or to, any Existing Antibodies or Vir Licensed Technology that would conflict with the rights and licenses to the knowledge of Vir, the issued patents GSK as required to be granted in the Vir Patents applicable to such Licensed Vir Program are valid and enforceable without any claims, challenges, oppositions, interference or other proceedings pending or threatened in writingPreliminary Collaboration Agreement;
(c) neither Vir nor any of its Affiliates has previously entered into any agreement, whether written or oral, to Vir’s knowledgeassign, Vir has not committed transfer, license, convey or otherwise encumber its right, title or interest in or to any actPatent or other know-how that is necessary for the Development, Manufacture, or omitted to commit any actCommercialization of Antibody Products, that may cause the in each case, where such Patent or other know-how would be Vir Patents to expire prematurely Licensed Technology but for such assignment, transfer, license, conveyance or be declared invalid or unenforceableencumbrance;;
(d) except [***];
(e) Vir has not, and will not, after the Execution Date and during the Term, grant any right to any Third Party that would conflict with the extent rights granted to GSK hereunder;
(f) [***];
(g) all Patents that are included in the Vir Licensed Technology (“Vir Licensed Patents”) are subsisting and all Vir Licensed Patents for which Vir controls prosecution and maintenance activities are being diligently prosecuted in the patent offices in accordance with applicable law and, to Vir’s Knowledge, are not yet dueinvalid or unenforceable in whole or in part;
(h) to Vir’s Knowledge, all necessary no Person is infringing or threatening to infringe or misappropriating or threatening to misappropriate any Vir Licensed Technology and material application, registration, maintenance and renewal fees in respect there are no activities by Third Parties that would constitute infringement or misappropriation of the Vir Patents applicable to such Licensed Vir Program have been paid and, except to the extent not yet due, all necessary documents and certificates have been filed with the relevant agencies for the purpose of maintaining such Vir PatentsTechnology;
(i) Vir no claim or litigation has obtained, been brought or caused its Affiliates to obtain, assignments from the inventors of all rights and embodiments threatened in and to the Vir Technology that is applicable to such Licensed Vir Program and solely owned writing by Vir or its Affiliates, (ii) all such assignments are valid and enforceable, and (iii) the inventorship of the Vir Patents that are solely owned by Vir or its Affiliates is properly identified on each issued patent or patent application in such Vir Patents;
(f) Vir has taken reasonable precautions consistent with industry practices to preserve the confidentiality of the Vir Know-How applicable to such Licensed Vir Program; and
(g) Vir has complied with all Applicable Laws applicable to the prosecution and maintenance of the Vir Patents applicable to such Licensed Vir Program; and
(h) there are no agreements or arrangements to which any Person against Vir or any of its Affiliates is a party relating alleging, and Vir has no Knowledge of any reasonable basis for any such claim or allegation, whether or not asserted, that (A) any Vir Licensed Patents are invalid or unenforceable, or (B) the use or practice of any Vir Licensed Technology, or the disclosing, copying, making, assigning or licensing of any Vir Licensed Technology, or the exploitation of the Existing Antibodies, does or will violate, infringe, misappropriate or otherwise conflict or interfere with, any Patent or other intellectual property or proprietary right of any Third Party;
(j) [***];
(k) Vir has provided or made available to GSK all material adverse information with respect to the safety and efficacy of the Existing Antibodies of which Vir Technology applicable is aware and is or could be reportable to the Applicable Regulatory Authorities;
(l) [***];
(m) [***];
(n) [***];
(o) Vir or one of its Affiliates has obtained the right (including under any Patents and other intellectual property rights) to use all information and all other materials (including any formulations and manufacturing processes and procedures) developed or delivered by any Third Party under any agreements between Vir or one of its Affiliates and any such Licensed Vir Program that would limit Third Party with respect to any Existing Antibodies to the extent necessary to provide GSK with the rights granted to Brii Bio under this it hereunder, and Vir or one of its Affiliates has the rights to grant GSK the right to use such information or other materials in the Development or Commercialization of the Program Antibodies (e.g., 309 Antibody) as contemplated in the Preliminary Collaboration Agreement;
(p) Vir is in material compliance with (i) all applicable laws relating to data privacy and data security, including with respect to the collection, use, storage, sharing, transfer, disposition, protection and processing of personally identifiable information (PII); (ii) all privacy policies and other related policies, programs and other notices of Vir relating to the privacy, protection and security of PII; and (iii) all contractual and other legal requirements to which Vir is subject with respect to the privacy, protection, and security of PII; and has in place reasonable safeguards to protect the confidentiality and security of PII, including from unauthorized access or misuse, based on applicable law;
(q) [***];
(r) [***];
(s) [***]; and
(t) [***].
Appears in 1 contract
Samples: Preliminary Collaboration Agreement (Vir Biotechnology, Inc.)
